Exhibit 10.2


 


MYOS
EXCLUSIVE DISTRIBUTION AGREEMENT


 


This
EXCLUSIVE DISTRIBUTION AGREEMENT (“Agreement”) is made between MYOS Corporation, a Nevada Corporation, having an address
of 45 Horse Hill Rd Suite 106, Cedar Knolls, NJ 07927 (“MYOS”), and RENS Agriculture Science & Technology Co.
Ltd, a Chinese company with offices at 16th Floor, Tower A, Fenghuo Technology Plaza,
No.88, Yun Long Shan Road, Jianye District, Nanjing, Jiangsu Province, China Postal Code: 210019 
(“RENS” or “Distributor”) and is effective as of the later date signed by either
party (“Effective Date”). MYOS and RENS shall collectively be referred to as the “Parties” and
each shall be referred to as a “Party.”


 


WHEREAS,
MYOS is in the business of selling bionutritional and biotherapeutics products, specifically a proprietary product known as Fortetropin;


 


WHEREAS,
RENS wishes to engage MYOS to supply Products (defined in Schedule “A” attached hereto) for RENS’s exclusive
distribution in China (including mainland China, Hong Kong, Macau and Taiwan) and all countries in Southeast Asia (“Territory”);


 


NOW
THEREFORE in consideration of the mutual covenants contained herein, the Parties agree as follows:


 


1.           DISTRIBUTOR’S
RIGHTS AND RESPONSIBILITIES


 


1.1         Right
to Distribute. RENS including its wholly or majority owned subsidiaries have the exclusive right to distribute the
Products in the Territory during the term of the Agreement. RENS may not transfer, permit to access, delegate, or assign this
distribution right to any other person or entity without prior written approval of MYOS. RENS may allow third parties to sell
the Products in the Territory. However, RENS will remain responsible for all such third parties’ activities.


 


1.2         Duties.
RENS agrees to perform the following duties and comply with the following:


 


(a)         RENS
shall use its best efforts to actively and continuously market and promote the sale of the Products in the Territory;


 


(b)         RENS
shall apply and obtain approval (“Approvals”) from all governmental authorities in each and every jurisdiction in
the Territory in order for the Product to be approved for sale. In connection with the Approvals, RENS will include MYOS in each
application as the manufacturer of the Products. In addition, RENS shall obtain and deliver to MYOS appropriate certificates and
documents evidencing the Approvals and its ability to distribute and sell the Products in each and every jurisdiction in the Territory;


 


(c)         RENS
will at all time conduct its business in a manner that reflects favorably on MYOS and the Products, and will not engage in any
deceptive, misleading, illegal or unethical business practices or in any activity or action that may damage the reputation of
MYOS or the Products. RENS shall promptly notify MYOS in the event that any governmental authority or agency alleges a violation
or makes an inquiry regarding packaging, content, ingredients, advertising or the sales of the Products.


 


1.3         Restrictions.
RENS agrees that:


 


(a)         Upon
the conclusion of market study and trial sale, in the event that any modification is needed on the appearance/package/ingredient
of products distributed by RENS, RENS will submit the request to MYOS and will not make any modification until both parties agree
on it.


 






     


     


    

 


(b)         it
shall not, directly or indirectly, solicit orders for the Products from any prospective purchaser or deliver or tender Products
outside the Territory;


 


(c)         it
shall not sell the Products to a purchaser if RENS knows or has reason to believe that such purchaser intends to resell such Products
to any person or entity outside the Territory;


 


(d)         it
shall not sell the Products to any person or entity that may compete with MYOS or whom RENS knows or may have reason to believe
will use the Products to compete with MYOS.


 


1.4         Regulatory
Compliance. In performing its duties under this Agreement, RENS will at all times comply with all Applicable Laws,
and insure that distribution of the Products complies with all Applicable Laws.


 


1.5         Compliance
with FCPA. RENS acknowledges that it will fully comply with all aspects of the United States Foreign Corrupt Practices
Act ("FCPA") and RENS represents and warrants that RENS, and any vendor that it retains pursuant to this Agreement, will
not make any payments of money, or anything of value, nor will such be offered, promised or paid, directly or indirectly, to any
officials, political parties, party officials, candidates for public office or political party office, to influence the acts of
such officials, political parties, party officials, or candidates in their official capacity, to induce them to use their influence
with a government to obtain or retain business or gain an advantage in connection with any business venture or contract relating
to this Agreement. RENS agrees that any compensation that RENS receives as a result of its business relationship with MYOS shall
not be disbursed for any purpose that is unlawful under any law. Notwithstanding the above, RENS shall be allowed to solicit,
obtain and maintain customers in a lawful manner, which is consistent with the customs and practices of the Territory.


 


1.6         Right
to First Refusal: MYOS grants RENS a right to first refusal in the Territory only to a licensing agreement for the exclusive use
of MYOS’ trade secrets and proprietary knowledge in connection with the underlying research used in developing Fortetropin,
the processes and operational protocol in producing the Fortetropin, and know-how relating to its proprietary methods of manufacturing
Fortetropin, including, but not limited to, regulatory and import/export know-how, quality control, quality assurance and product
safety knowledge (collectively, “Confidential Know-How and Trade Secrets”). The Duration of the Right to First Refusal
is Three Years. Both Parties agree that the terms of such licensing agreement shall be mutually benefiting, reasonable and commercially
feasible.


 


2.           MYOS
RESPONSIBILITIES


 


Products.
MYOS reserves the right, from time to time and upon both parties’ agreements, to modify, alter, change or improve the Products
covered by this Agreement. Additional elements may be added to the Products to be distributed by RENS hereunder with the prior
written consent of both Parties, and additional products may be added to this Agreement with the prior written consent of both
Parties. Upon the conclusion of market study and trial sale, in the event that any modification is needed on the appearance/package/ingredient
of products distributed by RENS, RENS will submit the request to MYOS and will not make any modification until both parties agree
on it.


 






    	 	2	 



     


    

 


2.1         Manufacturer
of the Products. MYOS will be responsible for arranging for the manufacture of the Products and will use reasonable commercial
efforts to supply RENS with the quantities of the Products ordered by RENS.


 


2.2         Product
Information. MYOS will provide RENS a reasonable supply of existing sales and other marketing materials regarding the
Products (“MYOS Materials”).


 


3.           RECALLS


 


Recalls.
 MYOS reserves the right to recall products from market place with written notice to RENS. If a Party is required by any governmental
authority to recall or withdraw from the market place the Products (“Recall”), the Party shall promptly notify the
other Party. RENS will be in strict accordance with government requirements, and the written notice will be proposed by RENS in
24 hours by the day of recalls. MYOS shall direct and coordinate all activities relating to the Recall and RENS shall cooperate
with MYOS to facilitate the Recall.


 


4.           PAYMENT
TERMS


 


Payment.
The specific payment terms will be defined based upon the result of marketing research and trial sale. However, it is understood
by the Parties that under any circumstances, MYOS shall be entitled to recoup all of its manufacturing and production costs tied
to the production of Fortetropin, as well as a reasonable profit margin in accordance with industry standards.


 


4.1         Pricing.
Pricing shall be in accordance with Schedule A, and may be amended by MYOS at reasonable intervals.


 


5.           PROPRIETARY
RIGHTS


 


5.1         Intellectual
Property. RENS acknowledges that MYOS owns all intellectual property rights, including, but not limited to, copyrights, derivative
works, compilations, trademarks, service marks, trade names, trade secrets, patents, patent applications, technological processes,
along with any designs, algorithms and other intellectual and industrial property rights of every kind arising under operation
of law, contract or otherwise, along with inventions, know-how, registrations renewals, extensions thereof, wherever any such
rights arise (collectively, “Intellectual Property”) relating to the production and development of the Products. RENS
covenants and agrees that it will not, at any time, directly or indirectly contest the validity of the title of the aforesaid
Intellectual Property or MYOS’ title to such Intellectual Property. RENS agrees that it will not use the Intellectual Property
for any purpose except in accordance with this Agreement, without the prior written consent of MYOS.


 


5.2         Use
of the Trademarks. 


 


(a)         RENS
shall have the right to use the FORTETROPIN and MYOS trademarks (“Trademarks”), provided such use is (i) limited to
RENS’s marketing and sale of the Products in the Territory, (ii) done in a manner consistent with MYOS’ permissive
use of such Trademarks and/or instructions on the use of such Trademarks communicated by MYOS from time to time, and (iii) in
compliance with RENS’s Duties and Restrictions in Sections 1.2 and 1.3.


 






    	 	3	 



     


    

 


(b)         RENS
acknowledges and agrees it will discontinue using the Trademarks and all other Intellectual Property associated with the Products
immediately upon the termination of this Agreement or otherwise upon the instruction from MYOS.


 


(c)         To
the extent MYOS wishes to obtain international Intellectual Property rights in any or all of the territory, RENS agrees to provide
MYOS any necessary documentation to assist MYOS in obtaining such sought after Intellectual Property.


 


5.3         No
Modifications; No Reverse Engineering. RENS shall not: (i) adapt, alter, modify, improve, translate or create any derivative
work of any Products or (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the composition
or formula to all or any portion of any Products.


 


5.4         No
Competition. During the Term of this Agreement, and for one (1) year after termination hereof, RENS and its affiliates may
not sell any product that directly or indirectly competes with the Products to any person or entity in the Territory, except any
product which RENS was selling prior to the effective date of this Agreement.


 


6.           REPRESENTATIONS
AND WARRANTIES


 


6.1         Warranties
Of Each Party: Each Party represents and warrants to the other that: (a) it is duly organized and in good standing under the
laws of the jurisdiction in which it is organized and that it has adequate power to enter into and perform this Agreement, (b)
this Agreement has been duly authorized, executed and delivered on behalf of such Party and constitutes the valid, legal and binding
agreement of such Party, enforceable in accordance with its terms, and (c) neither the execution nor performance of this Agreement
does, or shall, violate or conflict with, or constitute a breach or default under, the articles of incorporation or certificate
of formation, as the case may be, of such Party, or any statute, rule, regulation, order, ordinance, judgment, or decree applicable
to such Party or any material agreement or other instrument to which such Party or any material asset or property of such Party
is or may be bound.


 


6.2         MYOS’
Warranties:


 


(a)         MYOS
warrants to RENS that the Products shall be supplied free from defects and conform to the Specifications as set out herein.


 


(b)         EXCEPT
AS SET FORTH ABOVE, THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING,
MYOS’ LIMITED WARRANTY HEREIN IS IN LIEU OF ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER ORAL, WRITTEN OR STATUTORY,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT
AND OF ANY OTHER SIMILAR OBLIGATION ON THE PART OF MYOS. WITHOUT LIMITATION OF THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL MYOS
BE RESPONSIBLE FOR (I) THE SUITABILITY OF A PRODUCT FOR A PARTICULAR USE OR APPLICATION BY A CUSTOMER (OR OTHER PARTY) OR (II)
SATISFYING THE CUSTOMER’S (OR OTHER PARTY’S) SPECIFICATIONS, NOTWITHSTANDING ANY KNOWLEDGE OF, STATEMENTS MADE BY
OR STATEMENTS WRITTEN BY MYOS.


 


(c)         RENS
agrees to extend the limited warranty in Section 6.2(b) to its customers as a condition of the customer’s purchase of the
Products and shall give no greater or different warranty to a customer or other purchasers.


 






    	 	4	 



     


    

 


7.           INDEMNITIES.


 


7.1         Generally.
As used in this Section, the term “Claims” shall mean all claims, suits, actions, demands and proceedings for
losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and costs), whether in contract,
tort, by statute, in law, in equity or otherwise.


 


7.2         MYOS’
Indemnity. MYOS shall indemnify and hold RENS harmless from and against any and all third party Claims that may arise from:
(a) MYOS’ breach of its warranties or covenants contained in this Agreement; or (b) gross negligence or willful misconduct
on the part of MYOS in the performance of its obligations hereunder.


 


7.3         RENS’s
Indemnity. RENS shall indemnify and hold MYOS harmless from and against any and all third party Claims that may arise from:
(a) RENS’s breach of its warranties or covenants contained in this Agreement or relating to RENS’s warehousing, repackaging,
handling, use, sell or resale of the Products; (b) RENS’s gross negligence or willful misconduct; (c) any Recall contemplated
by Section 3.1; or (d) any breach by RENS of any portion of this Agreement.


 


7.4         Notice
of Claim. In the event of a third party Claim, the indemnified Party shall give the indemnifying Party prompt written notice
of the Claim in respect of which it requires indemnification and shall provide information and reasonable assistance at the indemnifying
Party’s expense, for the defense or settlement thereof. The indemnifying Party shall have sole control over all litigation,
provided that (a) the indemnifying Party promptly notifies the indemnified Party in writing that it intends to defend against
such Claim and diligently undertakes such defense; and (b) the indemnifying Party keeps the indemnified Party reasonably informed
of the status of such Claim. The indemnified Party will provide reasonable co-operation to the indemnifying Party in connection
with the defense or settlement of such Claim. The indemnifying Party may not settle any such Claim without the written consent
of the indemnified Party if such settlement would impose an admission of liability or a payment obligation on the indemnified
Party.


 


7.5         Scope
of MYOS Liability. In no event will MYOS be liable for any indirect, incidental, consequential, special, punitive or exemplary
damages, including but not limited to loss of profits, loss of product, interruption of service, or loss of business or business
opportunity, even if such damages are foreseeable and whether or not such party has been advised of the possibility thereof. In
no event will MYOS be liable for the procurement of substitute services or products hereunder. Notwithstanding anything to the
contrary, MYOS has no warranty or other obligation with respect to the Products that has been altered, modified, misused or tampered
with or by any party other than MYOS. MYOS’ maximum aggregate liability under this agreement, as to disputes with RENS in
any capacity, will not exceed the total amount received by MYOS from RENS during a six (6) month period prior to the first date
on which the liability arose.


 


8.           TERM
AND TERMINATION


 


8.1         Term.
The Term of this Agreement will commence on the Effective Date and shall continue for a period of three (3) years subject
to automatic renewal unless earlier terminated in accordance with Section 8.2 below (“Term”).


 


8.2         Termination.
This Agreement may be terminated as follows:


 


(a)         Termination
by Either Party: Either Party may, by written notice to the other Party, terminate for:


 


(i)         failure
of the other Party to observe, keep or perform any of the covenants, terms, conditions or agreements in this Agreement if such
default continues for a period of ten (10) days after delivery of written notice of such failure to the other Party;


 






    	 	5	 



     


    

 


(ii)        the
other Party ceases to do business or otherwise terminates its business operations;


 


(iii)       a
receiver is appointed for the other Party or for substantially all of the other Party’s assets; the other Party becomes
insolvent or unable to pay its debts as they mature in the ordinary course; the other Party makes an assignment for the benefit
of its creditors; proceedings are commenced by or for the other Party under bankruptcy, insolvency, or debtor’s relief law;
or the other Party is sequestered by any government authority or is liquidated or dissolved; or


 


(iv)       the
other Party’s performance of its obligations under this Agreement is limited, impaired or otherwise restricted in whole
or in part by any law, statute, ordinance, rule, regulation, judgment, order, process, proceeding, contract or agreement.


 


(b)         Termination
by MYOS. In addition to its rights under Section 8.2(a), MYOS may, by written notice to RENS, terminate this Agreement:


 


(i)         If
RENS fails to meet the Annual Minimum Purchase Requirements established in Schedule A with the termination becoming effective
30 days from the date of notice by MYOS to RENS;


 


(ii)        if
RENS sells the Products outside the Territory or in violation of any Applicable Law;


 


(iii)       if
RENS fails to make any payment when due in accordance with the terms of this Agreement, if such default continues for seven (7)
calendar days after the delivery of written notice to RENS; or


 


(iv)       in
the event of any fraudulent or dishonest conduct by RENS or its affiliates in connection with their contemplated duties under
this Agreement or any conduct of the RENS or its affiliates which is materially detrimental or embarrassing to MYOS.


 


		(c)	Effect
                                         of Termination.



 


(i)         Sell
Off Period; Repurchase of the Products. Except where the Agreement is terminated pursuant to Sections 8.2(a)(i), 8.2(b)(ii),
8.2(b) (iii) or 8.2(b) (iv), RENS may continue to sell unsold Product inventory in the Territory for a period of ninety (90) days
after the effective date of termination or expiration in accordance with this Agreement. In addition, RENS shall destroy all remaining
Products at the end of such ninety (90) days period. In the event that RENS is not permitted to a ninety (90) day sell-off period,
MYOS may repurchase all unsold Product at the time of termination in an amount equal to the prices as set forth in Schedule A,
provided that this obligation shall not be applicable for a termination due to Section 8.2(b)(iii) or 8.2(b)(iv), provided further
that, to the extent that MYOS does not exercise its option to repurchase such Products, RENS shall destroy all such Products.


 






    	 	6	 



     


    

 


(ii)         Parties’
Obligations Upon Termination. In the event of the termination of this Agreement for any reason, MYOS shall be relieved from
any obligation to supply the Products hereunder and may cancel all of RENS’s Product orders irrespective of MYOS’
previous acceptance of the same. MYOS shall have no obligation or liability to RENS or any of RENS’s customers (or other
purchasers) in connection with any such cancellation. RENS shall immediately cease all uses of the Trademarks and Intellectual
Property, and cease all advertising for the sale of the Products. RENS shall also turn over to MYOS, free of charge, all of its
sales records, customer lists and other records and data relating to Product sales and services.


 


(iii)       No
Release of Distributor’s Obligations. In the event of termination or expiration of this Agreement, RENS is not released
(i) from paying any amount that is then owing to MYOS; (ii) from any obligation to pay for any Products that may have been ordered
by RENS; or (iii) from any other obligation it may have that accrued prior to the date of termination.


 


(d)         No
Liability Upon Termination. MYOS shall not be liable to RENS for any compensation, reimbursement or damages, including on
account of the loss of prospective profits, loss of anticipated sales, incurring of future expenditures or the inability to obtain
relief of current obligations or recompense for prior investments, by reason of the termination or non-renewal of this Agreement.
RENS acknowledges and agrees that the relationship between MYOS and RENS under this Agreement is not a franchise and is not intended
to create or vest in RENS any proprietary interest in a business, any proprietary interest in customer relationships or any compensable
goodwill. To the fullest extent allowed by law, RENS hereby waives the benefit of any so-called franchise, distributorship or
dealer laws. The intention of the Parties and agreement of MYOS and RENS is that the relationship between them is contractual
and that RENS’s rights, if any, upon expiry or earlier termination of the Agreement shall be circumscribed as set forth
in this Agreement.


 


(e)         Survival.
All obligations of the Parties expressly or implicitly intended to survive this Agreement shall survive in full force and effect
after termination or expiry of this Agreement.


 


9.           CONFIDENTIAL
INFORMATION.


 


9.1         Confidential
Information. Confidential Information shall mean nonpublic or proprietary information revealed by or through MYOS (whether
in writing, orally or by another means) to RENS including, without limitation, (a) all forms and types of financial, business,
scientific, technical, economic, or engineering information including information concerning patterns, plans, compilations, program
devices, formulae, designs, prototypes, methods, techniques, processes, procedures, programs, end-use product applications, product
specifications and designs, performance characteristics, materials, samples, experimental and test data, methods of manufacture
and equipment, codes, pricing information, market definitions, ideas, and/or other business and marketing information, whether
tangible or intangible, and regardless of how stored, compiled, or memorialized, whether physically, electronically, graphically,
photographically, in writing or by some other means, (b) all other information traditionally recognized as know-how and/or trade
secrets, (c) inventions, whether or not defined in non-published or pending patent applications; (d) all data and information
about MYOS’ competitors, vendors, distributors and customers (current, former or prospective), and officers, directors and
employees (including the customers and officers, directors and employees of related companies), including competitor, vendor,
customer names, and (e) all copies of any of the foregoing or any analyses, studies or reports that contain, are based on, or
reflect any of the foregoing.


 


9.2         Nondisclosure.
RENS: (a) shall use its best efforts to keep the Confidential Information and/or any knowledge which may be imparted through examination
thereof or working therewith confidential; (b) shall not, except as specifically authorized in writing by MYOS, communicate such
Confidential Information and/or knowledge to any third party or any employee, agent, or consultant of RENS, unless such employee,
agent, or consultant reasonably requires access thereto and has undertaken an obligation of confidentiality with respect to trade
secrets or other confidential information of others entrusted to it; and (c) shall not utilize the Confidential Information (i)
to compete directly or indirectly with MYOS; (ii) for its own account or purpose; (iii) to interfere with any actual and/or proposed
business of MYOS; or (iv) for any purpose other than this Agreement.


 






    	 	7	 



     


    

 


9.3         Third
Party Liability. RENS acknowledges that it shall be liable to MYOS in the event any of its employees or such third parties
breach of these obligations. RENS will promptly report to MYOS any breaches in the obligations and will specify corrective action(s)
to be taken. RENS will not commingle the Confidential Information with information of any other person or entity.


 


9.4         Exceptions.
The obligations imposed by this Section 9 do not apply to the following if RENS can demonstrate, through documentary evidence,
to MYOS’ satisfaction that:


 


(a)         the
Confidential Information at the time of disclosure, was generally available to the public or, thereafter, became generally available
to the public by publication or otherwise, other than by breach of this Agreement;


 


(b)         the
Confidential Information was independently and lawfully made available as a matter of right by a third party and did not originate
with MYOS;


 


(c)         the
Confidential Information was independently developed by RENS without benefit of information disclosed to it by MYOS;


 


(d)         the
Confidential Information is disclosed pursuant to the proper court or governmental order (e.g., order to disclose by oral questions,
interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) provided that
RENS gave MYOS prompt notice of any such order so that RENS may seek an appropriate protective order or waive compliance by the
MYOS with the provisions of this Agreement; or


 


(e)         the
Confidential Information was approved for release by prior written consent of MYOS.


 


Notwithstanding
the foregoing, the Confidential Information shall not be deemed in RENS’s possession or in the public domain simply because
it is included in general information in the possession of RENS.


 


9.5         Return
of Confidential Information. At the written request of MYOS, RENS shall promptly return to MYOS any tangible medium embodying
the Confidential Information provided under this Agreement, including, without limitation, summaries, extracts, and any copies
thereof. In the event any samples of goods are provided by MYOS to RENS, RENS shall also promptly return such samples of goods
to MYOS, at the written request of MYOS.


 


10.           GENERAL


 


10.1         Assignment.
The rights granted to RENS are personal in nature, and RENS may not assign or transfer, by operation of law or otherwise,
any of its rights, or delegate any of its duties, under this Agreement to any third party without the prior written approval of
MYOS. Any attempted assignment or transfer in violation of the foregoing will be null and void and shall constitute a material
breach of this Agreement. MYOS may assign any of its rights and obligations under this Agreement, without obtaining the consent
of RENS, to (a) any affiliate of MYOS or (b) any person or entity who succeeds (by sale, acquisition, lease, merger, consolidation,
exclusive license, operation of law or other disposition or transfer, in a single transaction or series of related transactions)
to all or substantially all of the capital stock, assets or business of MYOS. MYOS will notify RENS of any such assignment.


 






    	 	8	 



     


    

 


10.2        Notices.


 


(a)         Addresses
for Notice. Any notice, certificate, consent, determination or other communication required or permitted to be given or made
under this Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid
courier service, or (iii) sent by fax or other similar means of electronic communication, in each case to the applicable address(es)
set out below (provided that any Party may from time to time change its address under this Section by notice to the other Party
given in the manner provided by this Section):


 


		(i)	in
                                         the case of MYOS, addressed to it at:



 


	MYOS
        Corporation

        45
        Horse Hill Rd Suite 106,

        Cedar
        Knolls, NJ 07927

        Attention:
        Joseph DosSantos

        Telephone:
        (973) 509-0444

         

         
	With
        a copy to (such copy shall not constitute notice):

        Mandelbaum
        Salsburg, PC

        3
        Becker Farm Road, Suite 105

        Roseland,
        NJ 07068

        Attention:    Peter
        A. Levy, Esq.

        Telephone:  (973)
        736-4600

        Fax:             (973)
325-7467



 


	 	(ii)	in the case of RENS, addressed to it, at:




 


	Jiangsu
        RENS Technologies, Co. Ltd.

         

        Attention:
	With
        a copy to (such copy shall not constitute notice):

         

         



 


(b)         Receipt
of Notice. Any such communication so given or made shall be deemed to have been given or made and to have been received on
the day of delivery if delivered personally or by courier, or on the day of faxing or sending by other means of recorded electronic
communication, provided that such day in either event is a Business Day and the communication is so delivered, faxed or sent prior
to 5:00 p.m. (Eastern Standard Time) on such day. Otherwise, such communication shall be deemed to have been given and made and
to have been received on the next following Business Day.


 


10.3         Governing
Law; Jurisdiction; Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of New
Jersey, USA without giving effect to conflicts of laws principles and by any other law, regulation or treaty, including, without
limitation, the 1980 United Nation Convention on Contract for the International Sale of Goods.


 


10.4         Waivers;
Remedies Cumulative. The failure of either Party hereto to enforce, or the delay by either Party in enforcing, any of its
rights hereunder shall not be deemed a continuing waiver or a modification hereof, and either Party may, within the time provided
by applicable law, commence appropriate legal proceedings to enforce any and all of such rights. All rights and remedies provided
for herein shall be cumulative and in addition to any other rights or remedies any such Party may have at law or in equity.


 


10.5         Entire
Agreement. This Agreement and the schedules attached hereto constitute the entire agreement between the Parties regarding
the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written
or oral. This Agreement may be amended only by a written document signed by both Parties.


 






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10.6         Force
Majeure. No Party will be liable for failure to perform or delay in performing any obligation under this Agreement, except
the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war,
embargo, riot, insurrection, sabotage or other civil unrest; explosion, flood or other natural disaster; accident or breakdown
of machinery; unavailability of fuel, labor, containers, or transportation facilities; accidents of navigation, breakdown or damage
of vessels or other conveyances for air, land or sea; other impediments or hindrances to transportation, strike or other labor
disturbances; government restraints’ or any other cause beyond the control of the affected Party; provided, however, that
the Party so failing to perform must as soon as possible, (a) inform the other Party of the occurrence of the circumstances preventing
or delaying the performance of its obligations; and (b) exert its reasonable commercial efforts to eliminate, cure or overcome
any of such cases and to resume performance of its covenants with all possible speed.


 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


 


	MYOS
    CORPORATION	RENS
    Agriculture
	 	Science
    & Technology Co., Ltd,


 


	By:
    	/s/
    Joseph C. DosSantos	 	By:
    	/s/
Ren Ren 
	Name:	Joseph C. DosSantos	 	Name:	Ren
Ren
	Title:	CFO	 	Title:	Chairman
	Date:	December 17, 2015	 	Date:	December
    17, 2015 


 




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Schedule
A


 





	Product	Unblended
    bulk

    Fortetropin®	Private
    label finished

    product(1)
	Price	To
    Be Determined	To
    Be Determined
	Annual
    Minimum Purchase Requirements:
	Yr.
    1	To
    Be Determined	To
    Be Determined
	Yr.
    2	To
    Be Determined	To
    Be Determined
	Yr.
    3	To
    Be Determined	To
    Be Determined






	 	 	 
	

        (1)
        Pricing         is based on 30 serving standard package configuration per box. Custom design and/or formulation may require
        pricing adjustment.



 


MYOS
will make the Products available to RENS Ex Works (as defined in the International Rules for the Interpretation of Trade Terms
2010) MYOS’ contract production facility, warehouse or distribution center, wherever located. Risk of loss and title to
the Products shall pass to RENS at the time the Products are picked up and paid for in accordance with Section 4 by RENS from
such facility. RENS shall be the importer of record for all purchases of the Products and shall have complete responsibility for
duties, tariffs, freight, insurance, fees, import charges, claims or penalties in connection with the invoiced and entered value
of the Products, tariff classifications, and shall ensure that the Products comply with all Local Laws, customs requirements,
etc., including but not limited to country of origin and care labeling and shall defend, indemnify and hold MYOS harmless in connection
with any liability or damage it may suffer as a result of RENS’s activities or omissions. RENS shall be responsible for
the delivery of the Product to its Customers and any other applicable purchasers.